UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A

                        Amendment No. 1 to Annual Report

      (Mark One)
      [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

      [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

            For the transition period from _____________ to ____________

                         COMMISSION FILE NUMBER 1-10451

                          NORTH AMERICAN VACCINE, INC.
                          ---------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  CANADA                                  98-0121241
                  ------                                  ----------
      (STATE OR OTHER JURISDICTION OF                   (IRS EMPLOYER
      INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

         10150 OLD COLUMBIA ROAD                            21046
                                                            -----
           COLUMBIA, MARYLAND                             (ZIP CODE)
           ------------------
         (ADDRESS OF PRINCIPAL
           EXECUTIVE OFFICES)

Registrant's telephone number, including area code: (410) 309-7100
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:

       TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH REGISTERED

    COMMON STOCK, NO PAR VALUE                     AMERICAN STOCK EXCHANGE
    --------------------------                     -----------------------

Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                      ----
                                (Title of class)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the


<PAGE>

registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---    ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days.

     SPECIFIED DATE -- MARCH 27, 2000; AGGREGATE MARKET VALUE -- $63,394,759

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

   COMMON STOCK, NO PAR VALUE, OUTSTANDING AS OF MARCH 27, 2000 - 32,870,350


                       DOCUMENTS INCORPORATED BY REFERENCE

      None.


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<PAGE>

                                     PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
            FORM 8-K

a)    DOCUMENTS FILED AS PART OF FORM 10-K.

      The following documents are filed as part of this Annual Report on Form
      10-K:

1.       FINANCIAL STATEMENTS:                                            PAGE:

         Report of Independent Public Accountants...................        59
         Consolidated Balance Sheets as of
            December 31, 1999 and 1998..............................        60
         Consolidated Statements of Operations for the
            Years Ended December 31, 1999, 1998 and 1997............        61
         Consolidated Statements of Shareholders' Deficit
            for the Years Ended December 31, 1999, 1998 and 1997....        62
         Consolidated Statements of Cash Flows for the
            Years Ended December 31, 1999, 1998 and 1997............        63
         Notes to Consolidated Financial Statements.................        65

2.       FINANCIAL STATEMENT SCHEDULES:

         None Required.

3.       EXHIBITS: See Exhibit Index on page 109.


b)    REPORTS ON FORM 8-K.

      The following reports on Form 8-K were filed during the three months ended
      December 31, 1999:

      (1)   On November  29, 1999,  the Company  filed with the  Securities  and
            Exchange  Commission  a  Current  Report  on Form 8-K  under  Item 5
            reporting that the Company had signed the Share Exchange  Agreement,
            whereby the Company  would be acquired by Baxter in a taxable  stock
            for stock  transaction  pursuant to a Plan of Arrangement  under the
            Canada  Business  Corporations  Act  valued  at  approximately  $390
            million.


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<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, North American Vaccine, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                          NORTH AMERICAN VACCINE, INC.

Dated:  April 19, 2000                    By:   /s/ Lawrence J. Hineline
                                                ------------------------
                                                Lawrence J. Hineline
                                                  Vice President, Finance


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<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NO.        DESCRIPTION

2.1        Master Agreement, dated October 25, 1989, among North American
           Vaccine, Inc. ("NAV" or the "Company"), American Vaccine Corporation
           ("American Vaccine") and IAF BioChem International, Inc.
           ("BioChem"). (1)

2.2        Agreement and Plan of Merger, dated as of October 25, 1989, among
           NAV, American Vaccine and NAVA Acquiring Corp. (1)

2.3        Share Purchase Agreement, dated January 17, 1990, between NAV and
           BioChem. (1)

2.4        Technology Transfer Agreement, dated January 17, 1990, between NAV
           and BioChem. (1)

2.5        Amendment to Share Purchase Agreement dated as of January 8, 1998
           between NAV andBioChem. (2)

2.6        Share Exchange Agreement dated as of November 17, 1999 among Baxter
           International Inc. ("Baxter"), NAV and Neptune Acquisition Corp. (23)

3.1        Articles of Incorporation of NAV, as amended. (1)(6)

3.2        Restated Bylaws of NAV. (3)

9.1        Shareholders' Agreement, dated January 17, 1990, among BioChem,
           Phillip Frost, M.D., IVAX Corporation ("IVAX") and Frost-Nevada,
           Limited Partnership ("Frost-Nevada"). (1)

9.2        Shareholders' Agreement dated as of November 17, 1999 among Baxter,
           BioChem, Phillip Frost, Frost-Nevada and IVAX. (24)

10.1       License Agreement, dated July 27, 1987, between Canadian Patents and
           Development Limited ("CPDL") and BioChem [with certain confidential
           information deleted therefrom]. (1)

10.2       License Agreement, dated June 27, 1988, between CPDL and BioChem
           [with certain confidential information deleted therefrom]. (1)

10.3       Agreement, dated April 6, 1989, between AMVAX, Inc. ("AMVAX") and
           the National Institute of Child Health and Human Development
           ("NICHD"). (1)

10.4       License Agreement, dated March 25, 1988, between National Technical
           Information Service ("NTIS") and Selcore Laboratories, Inc.,
           predecessor to AMVAX ("Selcore") [with certain confidential
           information deleted therefrom]. (1)

10.5       Second Amended and Restated Patent License Agreement, dated March
           12, 1992, between Ronald D. Sekura, Ph.D., and AMVAX [with certain
           confidential information deleted therefrom]. (6)


                                       5
<PAGE>

EXHIBIT
NO.        DESCRIPTION

10.6*      North American Vaccine, Inc. Share Option Plan, as amended. (7)

10.9       Form of Indemnification Agreement among NAV, American Vaccine, IVAX,
           Frost-Nevada and Ronald D. Sekura, Ph.D. (1)

10.12      Lease Agreement dated December 31, 1987, as amended, between Selcore
           and Indian Creek Holding Associates Limited Partnership. (1)

10.14      Supply Agreement between AMVAX and Statens Seruminstitut dated March
           26, 1991 [with certain confidential information deleted therefrom].
           (4)

10.16      Supply Agreement between AMVAX and Statens Seruminstitut dated March
           26, 1991 [with certain confidential information deleted therefrom].
           (4)

10.17      Research, Development and License Agreement between AMVAX and Statens
           Seruminstitut dated March 26, 1991 [with certain confidential
           information deleted therefrom]. (4)

10.18*     Non-Employee Director and Senior Executive Stock Option Plan, as
           amended. (7)

10.22      Amended and restated master agreement dated June 20, 1994 among NAV,
           BioChem, IVAX, D&N Holding Company, Frost-Nevada and Phillip Frost.
           (9)

10.23      Share exchange agreement dated April 20, 1994 between NAV and
           BioChem. (8)

10.25*     North American Vaccine, Inc. 1995 Share Option Plan. (10)

10.26*     North American Vaccine, Inc. 1995 Non-Employee Director and Senior
           Executive Stock Option Plan. (11)

10.27      Clinical Development Agreement dated December 22, 1995 between NAV
           and Pasteur Merieux Serums et Vaccins ("PMSV") [with certain
           confidential information deleted therefrom]. (12)

10.28      License Agreement dated December 22, 1995 between NAV and PMSV [with
           certain confidentialinformation deleted therefrom]. (12)

10.29      Indenture dated May 7, 1996 between NAV and Marine Midland Bank. (13)

10.30      Registration Rights Agreement dated May 1, 1996 between NAV,
           Goldman, Sachs & Co. and UBSSecurities LLC. (13)

10.32      Stock Purchase Agreement dated October 11, 1996 between Abbott
           Laboratories and NAV. (14)

10.33      Assets Purchase Agreement dated October 17, 1996 among NAV, Cephalon
           Property Management, Inc. ("CPMI") and Cephalon, Inc. [with certain
           confidential information deleted therefrom]. (14)


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<PAGE>

EXHIBIT
NO.        DESCRIPTION

10.34      Assignment and Assumption of Leases dated November 12, 1996 between
           CPMI and NAV. (15)

10.35      Master Agreement dated November 1, 1996 between NAV and General
           Electric Capital Corporation [with certain confidential information
           deleted therefrom]. (15)

10.36*     North American Vaccine, Inc. 1997 Share Option Plan. (16)

10.37      Lease Agreement dated as of March 25, 1998 between ARE-10150 Old
           Columbia, LLC and NAV [with certain confidential information deleted
           therefrom]. (17)

10.38      Indenture dated November 12, 1998 by and between NAV and Bankers
           Trust Company, as Trustee.(18)

10.39      Security and Pledge Agreement dated November 12, 1998 by and between
           NAV and Bankers Trust Company, as Trustee. (18)

10.40*     North American Vaccine, Inc. 1999 Non-Employee Director and Senior
           Executive Stock Option Plan. (19)

10.41      First Amendment to the Lease Agreement dated as of January 21, 1999,
           between Liberty Property Limited Partnership and AMVAX, Inc. f/k/a
           Selcore Laboratories, Inc. (19)

10.42      Common Stock Purchase Warrant dated July 21, 1999 issued to BioChem.
           (20)

10.43      Letter Agreement dated July 1, 1999 between NAV and BioChem. (20)

10.44      Line of Credit Agreement dated July 12, 1999. (20)

10.45      Common Stock Purchase Warrant No. W-2 dated August 26, 1999. (21)

10.46      Common Stock Purchase Warrant No. W-3 dated October 28, 1999. (21)

10.47      Revolving Credit Facility Letter Agreement dated November 1, 1999 by
           and between Bank of America, N.A. and NAV. (22)

10.48      Fee Letter Agreement dated November 1, 1999. (22)

10.49      Security Agreement dated as of November 1, 1999 by and between NAV
           and Bank of America, N.A. (22)

10.50      Security Agreement dated as of November 1, 1999. (22)

10.51      Patent and Trademark Assignment and Security Agreement dated as of
           November 1, 1999 by and between NAV and Bank of America, N.A. (22)


                                       7
<PAGE>

EXHIBIT
NO.        DESCRIPTION

10.52      Patent and Trademark Assignment and Security Agreement dated as of
           November 1, 1999. (22)

10.53      Guaranty Agreement dated November 1, 1999. (22)

10.54      Reimbursement Agreement dated as of November 1, 1999 (with certain
           confidential informationdeleted therefrom). (22)

10.55      Warrant Termination Letter dated November 17, 1999. (25)

10.56      Affiliate Letters dated November 17, 1999. (26)

10.57      Stock Purchase Agreement dated November 17, 1999 between Baxter and
           BioChem. (27)

10.58      Amendment to Loan Agreement dated November 17, 1999 among Bank of
           America, N.A., NAV and Baxter. (28)

10.59      Amendment dated December 14, 1999 to credit facility between NAV and
           Royal Bank of Canada. (29)

21         Subsidiaries. (29)

23         Consent of Independent Public Accountants.

27         Financial Data Schedule. (29)

--------------------------

*     Management contract or compensatory plan or arrangement.


(1)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form S-4 Registration Statement (File No.
      33-31512) filed with the SEC and declared effective on January 24, 1990.

(2)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Current Report on Form 8-K filed with the SEC on
      January 29, 1998 (File No. 1-10451).

(3)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      June 30, 1990 (File No. 1-10451).

(4)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1990 (File No. 1-10451).

(5)   This exhibit is incorporated herein by this reference to Exhibit 22 in the
      Company's Form 10-K Annual Report for the Year Ended December 31, 1990
      (File No. 1-10451).

(6)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1991 (File No. 1-10451).


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<PAGE>

(7)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1992 (File No. 1-10451).

(8)   This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      March 31, 1994 (File No. 1-10451).

(9)   This exhibit is incorporated herein by this reference to Exhibit 99.1 in
      the Company's Registration Statement on Form S-3 (Registration No.
      33-78002) filed with the SEC and withdrawn from registration on November
      23, 1994.

(10)  This exhibit is incorporated herein by this reference to Exhibit 4.1 in
      the Company's Registration Statement on Form S-8 (Registration No.
      33-80479) filed with the SEC and effective as of December 15, 1995.

(11)  This exhibit is incorporated herein by this reference to Exhibit 4.2 in
      the Company's Registration Statement on Form S-8 (Registration No.
      33-80479) filed with the SEC and effective as of December 15, 1995.

(12)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1995 (File No. 1-10451).

(13)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      March 31, 1996 (File No. 1-10451).

(14)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      September 30, 1996 (File No. 1-10451).

(15)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1996 (File No. 1-10451).

(16)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1997 (File No. 1-10451).

(17)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      March 31, 1998 (File No. 1-10451).

(18)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Current Report on Form 8-K filed with the SEC on
      November 20, 1998 (File No. 1-10451).

(19)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-K Annual Report for the Year Ended
      December 31, 1998 (File No. 1-10451).

(20)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      June 30, 1999 (File No. 1-10451).

(21)  This exhibit is incorporated herein by this reference to the corresponding
      exhibit in the Company's Form 10-Q Quarterly Report for the Quarter Ended
      September 30, 1999 (File No. 1-10451).

(22)  This exhibit is incorporated herein by reference to the corresponding
      exhibit in amendment No. 1 to the Company's Form 10-Q Quarterly Report for
      the Quarter Ended September 30, 1999 (File No. 1-10451).

(23)  This exhibit is incorporated herein by this reference to Exhibit 99.1 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).

(24)  This exhibit is incorporated herein by this reference to Exhibit 99.2 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).


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<PAGE>

(25)  This exhibit is incorporated herein by this reference to Exhibit 99.3 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).

(26)  This exhibit is incorporated herein by this reference to Exhibit 99.4 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).

(27)  This exhibit is incorporated herein by this reference to Exhibit 99.5 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).

(28)  This exhibit is incorporated herein by this reference to Exhibit 99.6 in
      the Company's Current Report on Form 8-K filed with the SEC on November
      29, 1999 (File No. 1-10451).

(29)  This exhibit was filed with the Company's Annual Report on Form 10-K for
      the year ended December 31, 1999.


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<PAGE>











                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report included in this Annual Report on Form 10-K into the Company's previously
filed  Registration  Statements  on Form  S-8,  File  Nos.  33-37325,  33-39416,
33-48752, 33-48753, 33-80479 and 333-73423.




/s/ Arthur Andersen LLP
Arthur Andersen LLP


Baltimore, Maryland
March 30, 2000


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